dov-20220127
0000029905FALSE00000299052022-01-272022-01-270000029905us-gaap:CommonStockMember2022-01-272022-01-270000029905dov:A1250NotesDue2026Member2022-01-272022-01-270000029905dov:A0750NotesDue2027Member2022-01-272022-01-27
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM 8-K
_______________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 2022
_______________________________
DOVER CORPORATION
(Exact name of registrant as specified in its charter)
______________________________________________ | | | | | | | | | | | |
Delaware | 1-4018 | 53-0257888 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | |
3005 Highland Parkway | | |
Downers Grove, Illinois | | 60515 |
(Address of Principal Executive Offices) | | (Zip Code) |
(630) 541-1540
(Registrant’s telephone number, including area code)
______________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | | | | |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock | DOV | New York Stock Exchange |
1.250% Notes due 2026 | DOV 26 | New York Stock Exchange |
0.750% Notes due 2027 | DOV 27 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and Financial Condition.
On January 27, 2022, Dover Corporation ("Dover") issued the Press Release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended December 31, 2021.
The information in this Current Report on Form 8-K, including Exhibit 99.1 and 99.2, is being furnished to the Securities and Exchange Commission (the “SEC”) and shall not be deemed to be incorporated by reference into any of Dover’s filings with the SEC under the Securities Act of 1933, as amended.
Item 7.01 Regulation FD Disclosure.
As previously announced, on January 27, 2022, Dover will hold an investor conference call and webcast at 8:30 a.m. Central time (9:30 a.m. Eastern time) to discuss its results of operations for the quarter ended December 31, 2021. A copy of the supplemental presentation materials that will be used during the conference call is furnished as Exhibit 99.2 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished as part of this report:
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | | | | |
| | | |
Date: | January 27, 2022 | DOVER CORPORATION | |
| | (Registrant) | |
| | | | |
| | By: | /s/ Ivonne M. Cabrera | |
| | | Ivonne M. Cabrera | |
| | | Senior Vice President, General Counsel & Secretary | |
| | | | |
Document
Exhibit 99.1
| | | | | |
Investor Contacts: | Media Contact: |
Andrey Galiuk | Adrian Sakowicz |
Vice President - Corporate Development and Investor Relations | Vice President - Communications |
(630) 743-5131 | (630) 743-5039 |
agaliuk@dovercorp.com | asakowicz@dovercorp.com |
| |
Jack Dickens | |
Director - Corporate Development and Investor Relations | |
(630) 743-2566 | |
jdickens@dovercorp.com | |
DOVER REPORTS FOURTH QUARTER AND FULL YEAR 2021 RESULTS; PROVIDES FULL YEAR 2022 GUIDANCE
DOWNERS GROVE, Ill., January 27, 2022 — Dover (NYSE: DOV), a diversified global manufacturer, announced its financial results for the fourth quarter and full year ended December 31, 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Years Ended December 31, |
($ in millions, except per share data) | | 2021 | | 2020 | | % Change | | 2021 | | 2020 | | % Change |
U.S. GAAP |
Revenue | | $ | 1,989 | | | $ | 1,780 | | | 12 | % | | $ | 7,907 | | | $ | 6,684 | | | 18 | % |
Net earnings 1 | | 363 | | | 182 | | | 99 | % | | 1,124 | | | 683 | | | 64 | % |
Diluted EPS | | 2.49 | | | 1.25 | | | 99 | % | | 7.74 | | | 4.70 | | | 65 | % |
| | | | | | | | | | | | |
Non-GAAP |
Organic revenue change | | | | | | 11 | % | | | | | | 15 | % |
Adjusted net earnings 2 | | 259 | | | 225 | | | 15 | % | | 1,109 | | | 824 | | | 35 | % |
Adjusted diluted EPS | | 1.78 | | | 1.55 | | | 15 | % | | 7.63 | | | 5.67 | | | 35 | % |
1 Q4 2021 and 2020 net earnings include rightsizing and other costs of $22.1 million and $16.5 million, respectively. Q4 2021 also includes a $135.1 million gain on the sale of Unified Brands and a $18.0 million gain related to the sale of our Race Winning Brands equity method investment. Full year 2021 and 2020 net earnings include rightsizing and other costs of $31.1 million and $40.7 million, respectively. Full year 2020 also includes a $3.9 million non-cash gain on the sale of AMS Chino, and full year 2021 also includes a $135.1 million gain on the sale of Unified Brands and a $18.0 million gain related to the sale of our Race Winning Brands equity method investment.
2 Q4 2021 and 2020 adjusted net earnings exclude after tax acquisition-related amortization costs of $27.0 million and $26.3 million, respectively, and rightsizing and other costs of $22.1 million and $16.5 million, respectively. Q4 2021 also excludes a $135.1 million gain on the sale of Unified Brands and a $18.0 million gain related to the sale of our Race Winning Brands equity method investment. Full year 2021 and 2020 adjusted net earnings exclude acquisition-related amortization costs of $107.2 million and $104.1 million, respectively, and rightsizing and other costs of $31.1 million and $40.7 million, respectively. Full year 2020 also excludes a $3.9 million non-cash gain on the sale of AMS Chino, and full year 2021 also excludes a $135.1 million gain on the sale of Unified Brands and a $18.0 million gain related to the sale of our Race Winning Brands equity method investment.
For the quarter ended December 31, 2021, Dover generated revenue of $2.0 billion, an increase of 12% (+11% organic) compared to the fourth quarter of the prior year. GAAP net earnings of $363 million increased 99%, and GAAP diluted EPS of $2.49 was up 99%. On an adjusted basis, net earnings of $259 million increased 15% and adjusted diluted EPS of $1.78 was also up 15% versus the comparable quarter of the prior year.
For the full year ended December 31, 2021, Dover generated revenue of $7.9 billion, an increase of 18% (+15% organic) compared to the prior year. GAAP net earnings of $1,124 million increased 64%, and GAAP diluted EPS of $7.74 was up 65% year-over-year. On an adjusted basis, net earnings of $1,109 million increased 35%, and adjusted diluted EPS of $7.63 was also up 35% versus the prior year.
A full reconciliation between GAAP and adjusted measures and definitions of non-GAAP and other performance measures are included as an exhibit herein.
MANAGEMENT COMMENTARY:
Dover’s President and Chief Executive Officer, Richard J. Tobin, said, “At the conclusion of our fiscal year end commentary, I typically thank our employees for their efforts in delivering our results, and our customers for their loyalty and trust. Recognizing that the operating environment of the past year was remarkably challenging, and in many ways continues to be such, I would like to be upfront and emphasize such recognition. We are humbled by the extraordinary efforts of our Dover team members in overcoming adversities during this past year which has enabled us to deliver strong operating results. We are grateful to our customers who trusted us with their businesses while adapting their supply chains and business models to a demanding operating environment. The resilience and creativity of our teams and the durability of our customer relationships were the key elements of our success this year, and we are committed to build upon those pillars into 2022 and mobilize to deliver another year of strong performance. Again, we thank you.
“We delivered strong results in the fourth quarter and the full year posting organic revenue growth of 11% and 15%, respectively. Solid top line growth, improving mix of products and services, and our operational excellence and enterprise capabilities allowed us to deliver a robust increase in profitability and earnings per share. The operating environment became increasingly challenging as 2021 progressed. While we are proud of our efforts to combat these challenges, they did impact portions of our portfolio that operate with particularly complex supply chains and produce labor- and material-intensive products. We have taken actions to address these challenges, and we expect to convert revenue growth into earnings at a sequentially improving rate through 2022, which is reflected in our guidance.
“Our strong operational execution in 2021 was complemented by stepped-up disciplined capital allocation, as we continued to enhance our portfolio by deploying our highest amount of capital since 2016 toward numerous strategically and financially attractive capacity investments for organic growth and bolt-on acquisitions. These investments are part of our deliberate strategy to expand into markets with secular growth opportunities. Recognizing recent changes to our portfolio, we renamed our Fueling Solutions segment to ‘Clean Energy & Fueling’, and our Refrigeration & Food Equipment segment to ‘Climate & Sustainability Technologies’ to better reflect the markets and customers served by these businesses.
“We begin 2022 with a constructive outlook and are well-equipped to navigate this persistently demanding operational environment. We see sustained strong demand conditions across much of our portfolio which is reflected in our order backlogs and which allows us to better plan our capacity, production and inventory, a major benefit in today’s constrained operating environment. While we expect the operational challenges in supply chain and labor availability to continue into early 2022, we will remain focused on delivering products and services to our customers against a robust backlog and actively managing margin headwinds.
“We believe we are well-positioned to deliver robust top-line growth, margin expansion and EPS accretion in 2022. Our strategy remains unchanged: drive superior value-creation through growth in excess of GDP, continued profitability improvement, strong cash flow and smart capital deployment. The Dover team is prepared to continue delivering against our ambitious objectives to maximize value and benefits to our shareholders, customers, and employees.”
FULL YEAR 2022 GUIDANCE:
In 2022, Dover expects to generate GAAP EPS in the range of $7.45 to $7.65 (adjusted EPS of $8.45 to $8.65), based on full year revenue growth of 8% to 10% (7% to 9% on an organic basis). A full reconciliation between forecasted GAAP and forecasted adjusted measures in included as an exhibit herein.
CONFERENCE CALL INFORMATION:
Dover will host a webcast and conference call to discuss its fourth quarter and full year 2021 results as well as 2022 guidance at 9:30 A.M. Eastern Time (8:30 A.M. Central Time) on Thursday, January 27, 2022. The webcast can be accessed on the Dover website at dovercorporation.com. The conference call will also be made available for replay on the website. Additional information on Dover’s fourth quarter and full year results and its operating segments can be found on the Company’s website.
ABOUT DOVER:
Dover is a diversified global manufacturer and solutions provider with annual revenue of approximately $8 billion. We deliver innovative equipment and components, consumable supplies, aftermarket parts, software and digital solutions, and support services through five operating segments: Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions and Climate & Sustainability Technologies. Dover combines global scale with operational agility to lead the markets we serve. Recognized for our entrepreneurial approach for over 65 years, our team of over 25,000 employees takes an ownership mindset, collaborating with customers to redefine what's possible. Headquartered in Downers Grove, Illinois, Dover trades on the New York Stock Exchange under "DOV." Additional information is available at dovercorporation.com.
FORWARD-LOOKING STATEMENTS:
This press release contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements in this document other than statements of historical fact are statements that are, or could be deemed, “forward-looking” statements. Forward-looking statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control. Factors that could cause actual results to differ materially from current expectations include, among other things, the impacts of COVID-19, or other future pandemics, on the global economy and on our customers, suppliers, employees, business and cash flows, supply chain constraints and labor shortages that could result in production stoppages, inflation in material input costs and freight logistics, other general economic conditions and conditions in the particular markets in which we operate, changes in customer demand and capital spending, competitive factors and pricing pressures, our ability to develop and launch new products in a cost-effective manner, our ability to realize synergies from newly acquired businesses, and our ability to derive expected benefits from restructuring, productivity initiatives and other cost reduction actions. For details on the risks and uncertainties that could cause our results to differ materially from the forward-looking statements contained herein, we refer you to the documents we file with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2020, and our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These documents are available from the Securities and Exchange Commission, and on our website, dovercorporation.com. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
INVESTOR SUPPLEMENT - FOURTH QUARTER AND FULL YEAR 2021
DOVER CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)(in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Years Ended December 31, |
| 2021 | | 2020 | | 2021 | | 2020 |
Revenue | $ | 1,989,235 | | | $ | 1,780,390 | | | $ | 7,907,081 | | | $ | 6,683,760 | |
Cost of goods and services | 1,267,748 | | | 1,128,941 | | | 4,937,295 | | | 4,209,741 | |
Gross profit | 721,487 | | | 651,449 | | | 2,969,786 | | | 2,474,019 | |
Selling, general, and administrative expenses | 438,685 | | | 405,520 | | | 1,688,278 | | | 1,541,032 | |
| | | | | | | |
Operating earnings | 282,802 | | | 245,929 | | | 1,281,508 | | | 932,987 | |
Interest expense | 26,402 | | | 28,234 | | | 106,319 | | | 111,937 | |
Interest income | (1,353) | | | (700) | | | (4,441) | | | (3,571) | |
Gain on dispositions | (206,338) | | | — | | | (206,338) | | | (5,213) | |
Other income, net | 3,378 | | | (2,013) | | | (14,858) | | | (11,900) | |
Earnings before provision for income taxes | 460,713 | | | 220,408 | | | 1,400,826 | | | 841,734 | |
Provision for income taxes | 97,928 | | | 38,302 | | | 277,008 | | | 158,283 | |
| | | | | | | |
| | | | | | | |
Net earnings | $ | 362,785 | | | $ | 182,106 | | | $ | 1,123,818 | | | $ | 683,451 | |
| | | | | | | |
Net earnings per share: | | | | | | | |
Basic | $ | 2.52 | | | $ | 1.27 | | | $ | 7.81 | | | $ | 4.74 | |
Diluted | $ | 2.49 | | | $ | 1.25 | | | $ | 7.74 | | | $ | 4.70 | |
Weighted average shares outstanding: | | | | | | | |
Basic | 144,005 | | 143,954 | | 143,923 | | 144,050 |
Diluted | 145,460 | | 145,355 | | 145,273 | | 145,393 |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Dividends paid per common share | $ | 0.50 | | | $ | 0.50 | | | $ | 1.99 | | | $ | 1.97 | |
| | | | | | | |
* Per share data may be impacted by rounding. | | | | | | | |
DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION
(unaudited)(in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2021 | | 2020 |
| Q1 | Q2 | | Q3 | | Q4 | FY 2021 | | Q1 | Q2 | | Q3 | | Q4 | FY 2020 |
REVENUE | | | | | | | | | | | | | | | |
Engineered Products | $ | 428,127 | | $ | 442,091 | | | $ | 447,798 | | | $ | 462,811 | | $ | 1,780,827 | | | $ | 408,160 | | $ | 342,380 | | | $ | 386,562 | | | $ | 394,175 | | $ | 1,531,277 | |
Clean Energy & Fueling | 389,678 | | 437,042 | | | 410,561 | | | 410,872 | | 1,648,153 | | | 359,982 | | 326,495 | | | 380,511 | | | 409,294 | | 1,476,282 | |
Imaging & Identification | 284,328 | | 294,076 | | | 292,535 | | | 292,428 | | 1,163,367 | | | 256,765 | | 227,977 | | | 265,690 | | | 287,746 | | 1,038,178 | |
Pumps & Process Solutions | 394,377 | | 428,701 | | | 438,240 | | | 447,316 | | 1,708,634 | | | 319,536 | | 309,095 | | | 347,875 | | | 347,497 | | 1,324,003 | |
Climate & Sustainability Technologies | 372,077 | | 430,506 | | | 429,425 | | | 376,167 | | 1,608,175 | | | 311,913 | | 293,527 | | | 368,395 | | | 342,255 | | 1,316,090 | |
Intra-segment eliminations | (686) | | (740) | | | (290) | | | (359) | | (2,075) | | | (417) | | (299) | | | (777) | | | (577) | | (2,070) | |
Total consolidated revenue | $ | 1,867,901 | | $ | 2,031,676 | | | $ | 2,018,269 | | | $ | 1,989,235 | | $ | 7,907,081 | | | $ | 1,655,939 | | $ | 1,499,175 | | | $ | 1,748,256 | | | $ | 1,780,390 | | $ | 6,683,760 | |
| | | | | | | | | | | | | | | |
NET EARNINGS | | | | | | | | | | | | | | | |
Segment Earnings: | | | | | | | | | | | | | | | |
Engineered Products 1 | $ | 68,779 | | $ | 62,720 | | | $ | 71,717 | | | $ | 82,295 | | $ | 285,511 | | | $ | 69,094 | | $ | 47,702 | | | $ | 64,890 | | | $ | 56,481 | | $ | 238,167 | |
Clean Energy & Fueling | 66,480 | | 78,755 | | | 65,593 | | | 60,560 | | 271,388 | | | 53,498 | | 47,214 | | | 66,601 | | | 69,661 | | 236,974 | |
Imaging & Identification | 56,992 | | 60,747 | | | 63,419 | | | 55,989 | | 237,147 | | | 51,482 | | 38,046 | | | 51,928 | | | 52,017 | | 193,473 | |
Pumps & Process Solutions | 123,645 | | 138,632 | | | 142,414 | | | 142,172 | | 546,863 | | | 66,079 | | 67,702 | | | 89,786 | | | 81,709 | | 305,276 | |
Climate & Sustainability Technologies 2 | 38,117 | | 48,971 | | | 42,841 | | | 192,693 | | 322,622 | | | 23,529 | | 11,459 | | | 40,159 | | | 27,725 | | 102,872 | |
Total segment earnings (EBIT) | 354,013 | | 389,825 | | | 385,984 | | | 533,709 | | 1,663,531 | | | 263,682 | | 212,123 | | | 313,364 | | | 287,593 | | 1,076,762 | |
Corporate expense / other | 38,620 | | 40,762 | | | 33,498 | | | 47,947 | | 160,827 | | | 24,097 | | 27,311 | | | 35,603 | | | 39,651 | | 126,662 | |
Interest expense | 26,823 | | 26,661 | | | 26,433 | | | 26,402 | | 106,319 | | | 27,268 | | 28,711 | | | 27,724 | | | 28,234 | | 111,937 | |
Interest income | (680) | | (942) | | | (1,466) | | | (1,353) | | (4,441) | | | (1,183) | | (728) | | | (960) | | | (700) | | (3,571) | |
Earnings before provision for income taxes | 289,250 | | 323,344 | | | 327,519 | | | 460,713 | | 1,400,826 | | | 213,500 | | 156,829 | | | 250,997 | | | 220,408 | | 841,734 | |
Provision for income taxes | 56,481 | | 58,836 | | | 63,763 | | | 97,928 | | 277,008 | | | 37,221 | | 32,063 | | | 50,697 | | | 38,302 | | 158,283 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Net earnings | $ | 232,769 | | $ | 264,508 | | | $ | 263,756 | | | $ | 362,785 | | $ | 1,123,818 | | | $ | 176,279 | | $ | 124,766 | | | $ | 200,300 | | | $ | 182,106 | | $ | 683,451 | |
| | | | | | | | | | | | | | | |
SEGMENT MARGIN | | | | | | | | | | | | | |
Engineered Products 1 | 16.1% | 14.2% | | 16.0% | | 17.8% | 16.0% | | 16.9% | 13.9% | | 16.8% | | 14.3% | 15.6% |
Clean Energy & Fueling | 17.1% | 18.0% | | 16.0% | | 14.7% | 16.5% | | 14.9% | 14.5% | | 17.5% | | 17.0% | 16.1% |
Imaging & Identification | 20.0% | 20.7% | | 21.7% | | 19.1% | 20.4% | | 20.1% | 16.7% | | 19.5% | | 18.1% | 18.6% |
Pumps & Process Solutions | 31.4% | 32.3% | | 32.5% | | 31.8% | 32.0% | | 20.7% | 21.9% | | 25.8% | | 23.5% | 23.1% |
Climate & Sustainability Technologies 2 | 10.2% | 11.4% | | 10.0% | | 51.2% | 20.1% | | 7.5% | 3.9% | | 10.9% | | 8.1% | 7.8% |
Total segment operating margin | 19.0% | 19.2% | | 19.1% | | 26.8% | 21.0% | | 15.9% | 14.1% | | 17.9% | | 16.2% | 16.1% |
| | | | | | | | | | | | | | | |
DEPRECIATION AND AMORTIZATION EXPENSE |
Engineered Products | $ | 14,047 | | $ | 11,981 | | | $ | 11,123 | | | $ | 11,493 | | $ | 48,644 | | | $ | 10,122 | | $ | 9,722 | | | $ | 10,717 | | | $ | 12,042 | | $ | 42,603 | |
Clean Energy & Fueling | 19,269 | | 19,475 | | | 19,920 | | | 19,346 | | 78,010 | | | 18,339 | | 17,968 | | | 18,014 | | | 18,482 | | 72,803 | |
Imaging & Identification | 9,593 | | 9,294 | | | 9,821 | | | 9,802 | | 38,510 | | | 8,769 | | 9,224 | | | 9,809 | | | 10,576 | | 38,378 | |
Pumps & Process Solutions | 16,926 | | 16,866 | | | 17,843 | | | 17,440 | | 69,075 | | | 18,336 | | 17,572 | | | 17,206 | | | 19,077 | | 72,191 | |
Climate & Sustainability Technologies | 12,096 | | 12,077 | | | 12,392 | | | 12,069 | | 48,634 | | | 11,548 | | 11,421 | | | 12,081 | | | 11,491 | | 46,541 | |
Corporate | 1,875 | | 1,826 | | | 1,812 | | | 1,737 | | 7,250 | | | 1,638 | | 1,696 | | | 1,662 | | | 1,539 | | 6,535 | |
Total depreciation and amortization expense | $ | 73,806 | | $ | 71,519 | | | $ | 72,911 | | | $ | 71,887 | | $ | 290,123 | | | $ | 68,752 | | $ | 67,603 | | | $ | 69,489 | | | $ | 73,207 | | $ | 279,051 | |
| | | | | | | | | | | | | | | |
1 Q4 and FY2021 include a $24,723 gain related to the disposition of our Race Winning Brands ("RWB") equity method investment. Q3 and FY 2021 include a $9,078 payment received for previously incurred restructuring costs related to a product line exit. |
2 Q4 and FY2021 include a $181,615 gain on the disposition of Unified Brands ("UB"), a $12,073 other than temporary impairment charge related to an equity method investment, and a $6,072 write-off of assets incurred in connection with an exit from certain Latin America countries. Q1, Q2, Q3, and FY 2020 include a $6,551 gain, a $781 expense, a $557 expense, and a $5,213 gain, respectively, on disposition of the Chino, California branch of The AMS Group ("AMS Chino"). Q2 and FY 2020 also include a $3,640 write-off of assets. |
DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited)(in thousands, except per share data*) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings Per Share | | | | | | | | | | | | | | | |
| 2021 | | 2020 |
| Q1 | Q2 | | Q3 | | Q4 | FY 2021 | | Q1 | Q2 | | Q3 | | Q4 | FY 2020 |
Net earnings per share: | | | | | | | | | | | | | | | |
Basic | $ | 1.62 | | $ | 1.84 | | | $ | 1.83 | | | $ | 2.52 | | $ | 7.81 | | | $ | 1.22 | | $ | 0.87 | | | $ | 1.39 | | | $ | 1.27 | | $ | 4.74 | |
Diluted | $ | 1.61 | | $ | 1.82 | | | $ | 1.81 | | | $ | 2.49 | | $ | 7.74 | | | $ | 1.21 | | $ | 0.86 | | | $ | 1.38 | | | $ | 1.25 | | $ | 4.70 | |
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Net earnings and weighted average shares used in calculated earnings per share amounts are as follows: |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Net earnings | $ | 232,769 | | $ | 264,508 | | | $ | 263,756 | | | $ | 362,785 | | $ | 1,123,818 | | | $ | 176,279 | | $ | 124,766 | | | $ | 200,300 | | | $ | 182,106 | | $ | 683,451 | |
| | | | | | | | | | | | | | | |
Weighted average shares outstanding: | | | | | | | | | | | | |
Basic | 143,765 | | 143,941 | | | 143,976 | | | 144,005 | | 143,923 | | | 144,259 | | 143,955 | | | 144,032 | | | 143,954 | | 144,050 | |
Diluted | 144,938 | | 145,118 | | | 145,440 | | | 145,460 | | 145,273 | | | 145,782 | | 144,995 | | | 145,289 | | | 145,355 | | 145,393 | |
| | | | | | | | | | | | | | | |
* Per share data may be impacted by rounding. | | |
DOVER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)(in thousands)
| | | | | | | | | | | |
| December 31, 2021 | | December 31, 2020 |
Assets: | | | |
Cash and cash equivalents | $ | 385,504 | | | $ | 513,075 | |
| | | |
Receivables, net of allowances | 1,347,514 | | | 1,137,223 | |
Inventories, net | 1,191,095 | | | 835,804 | |
Prepaid and other current assets | 137,596 | | | 133,085 | |
| | | |
| | | |
Property, plant and equipment, net | 957,310 | | | 897,326 | |
Goodwill | 4,558,822 | | | 4,072,542 | |
Intangible assets, net | 1,359,522 | | | 1,083,772 | |
Other assets and deferred charges | 466,264 | | | 479,247 | |
| | | |
Total assets | $ | 10,403,627 | | | $ | 9,152,074 | |
| | | |
Liabilities and Stockholders' Equity: | | | |
Notes payable | $ | 105,702 | | | $ | — | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Payables, accrued expenses and other current liabilities | 2,144,639 | | | 1,738,798 | |
| | | |
| | | |
| | | |
| | | |
Deferred taxes and other non-current liabilities | 945,044 | | | 918,674 | |
Long-term debt | 3,018,714 | | | 3,108,829 | |
| | | |
Stockholders' equity | 4,189,528 | | | 3,385,773 | |
Total liabilities and stockholders' equity | $ | 10,403,627 | | | $ | 9,152,074 | |
DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)(in thousands)
| | | | | | | | | | | |
| Years Ended December 31, |
| 2021 | | 2020 |
Operating activities: | | | |
Net earnings | $ | 1,123,818 | | | $ | 683,451 | |
| | | |
| | | |
| | | |
Depreciation and amortization | 290,123 | | | 279,051 | |
Stock-based compensation | 31,111 | | | 25,026 | |
Contributions to employee benefit plans | (14,383) | | | (19,801) | |
Gain on dispositions | (206,338) | | | (5,213) | |
| | | |
Net change in assets and liabilities | (108,466) | | | 142,296 | |
Net cash provided by operating activities | 1,115,865 | | | 1,104,810 | |
| | | |
Investing activities: | | | |
Additions to property, plant and equipment | (171,465) | | | (165,692) | |
Acquisitions (net of cash and cash equivalents acquired) | (1,112,075) | | | (335,786) | |
Proceeds from the sale of property, plant and equipment | 7,070 | | | 7,207 | |
Proceeds from dispositions | 274,982 | | | 15,400 | |
Other | 8,735 | | | (2,508) | |
Net cash used in investing activities | (992,753) | | | (481,379) | |
| | | |
Financing activities: | | | |
| | | |
Change in commercial paper and notes payable, net | 105,000 | | | (84,700) | |
| | | |
| | | |
| | | |
Dividends to stockholders | (286,896) | | | (284,312) | |
Purchase of common stock | (21,637) | | | (106,279) | |
Payments to settle employee tax obligations on exercise | (41,924) | | | (28,476) | |
Other | (4,423) | | | (2,523) | |
Net cash used in financing activities | (249,880) | | | (506,290) | |
| | | |
| | | |
| | | |
Effect of exchange rate changes on cash | (803) | | | (1,319) | |
| | | |
Net (decrease) increase in cash and cash equivalents | (127,571) | | | 115,822 | |
Cash and cash equivalents at beginning of period | 513,075 | | | 397,253 | |
Cash and cash equivalents at end of period | $ | 385,504 | | | $ | 513,075 | |
DOVER CORPORATION
QUARTERLY ADJUSTED EARNINGS AND ADJUSTED EARNINGS PER SHARE (NON-GAAP)
(unaudited)(in thousands, except per share data*)
Non-GAAP Reconciliations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
|
| 2021 | | 2020 |
| Q1 | Q2 | | Q3 | | Q4 | FY 2021 | | Q1 | Q2 | | Q3 | | Q4 | FY 2020 |
Adjusted net earnings: | | | | | | | | | | | | | | | |
Net earnings | $ | 232,769 | | $ | 264,508 | | | $ | 263,756 | | | $ | 362,785 | | $ | 1,123,818 | | | $ | 176,279 | | $ | 124,766 | | | $ | 200,300 | | | $ | 182,106 | | $ | 683,451 | |
Acquisition-related amortization, pre-tax 1 | 35,516 | | 35,162 | | | 35,587 | | | 35,715 | | 141,980 | | | 34,062 | | 34,101 | | | 35,325 | | | 35,027 | | 138,515 | |
Acquisition-related amortization, tax impact 2 | (8,720) | | (8,571) | | | (8,700) | | | (8,763) | | (34,754) | | | (8,411) | | (8,451) | | | (8,810) | | | (8,695) | | (34,367) | |
Rightsizing and other costs (benefits), pre-tax 3 | 4,162 | | 10,779 | | | (3,201) | | | 26,696 | | 38,436 | | | 7,859 | | 16,840 | | | 5,848 | | | 20,925 | | 51,472 | |
Rightsizing and other costs (benefits), tax impact 2 | (1,031) | | (2,597) | | | 902 | | | (4,610) | | (7,336) | | | (1,605) | | (3,452) | | | (1,343) | | | (4,402) | | (10,802) | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
(Gain) loss on dispositions, pre-tax 4 | — | | — | | | — | | | (206,338) | | (206,338) | | | (6,551) | | 781 | | | 557 | | | — | | (5,213) | |
(Gain) loss on dispositions, tax-impact 2 | — | | — | | | — | | | 53,218 | | 53,218 | | | 1,592 | | (190) | | | (135) | | | — | | 1,267 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Adjusted net earnings | $ | 262,696 | | $ | 299,281 | | | $ | 288,344 | | | $ | 258,703 | | $ | 1,109,024 | | | $ | 203,225 | | $ | 164,395 | | | $ | 231,742 | | | $ | 224,961 | | $ | 824,323 | |
| | | | | | | | | | | | | | | |
| | | |
| | | | | | | | | | | | | | | |
Adjusted diluted net earnings per share: | | | | | | | | | | | | | |
Diluted net earnings per share | $ | 1.61 | | $ | 1.82 | | | $ | 1.81 | | | $ | 2.49 | | $ | 7.74 | | | $ | 1.21 | | $ | 0.86 | | | $ | 1.38 | | | $ | 1.25 | | $ | 4.70 | |
Acquisition-related amortization, pre-tax 1 | 0.25 | | 0.24 | | | 0.24 | | | 0.25 | | 0.98 | | | 0.23 | | 0.24 | | | 0.24 | | | 0.24 | | 0.95 | |
Acquisition-related amortization, tax impact 2 | (0.06) | | (0.06) | | | (0.06) | | | (0.06) | | (0.24) | | | (0.06) | | (0.06) | | | (0.06) | | | (0.06) | | (0.24) | |
Rightsizing and other costs (benefits), pre-tax 3 | 0.03 | | 0.07 | | | (0.02) | | | 0.18 | | 0.26 | | | 0.05 | | 0.12 | | | 0.04 | | | 0.14 | | 0.35 | |
Rightsizing and other costs (benefits), tax impact 2 | (0.01) | | (0.02) | | | 0.01 | | | (0.03) | | (0.05) | | | (0.01) | | (0.02) | | | (0.01) | | | (0.03) | | (0.07) | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
(Gain) loss on dispositions, pre-tax 4 | — | | — | | | — | | | (1.42) | | (1.42) | | | (0.04) | | — | | | — | | | — | | (0.03) | |
(Gain) loss on dispositions, tax-impact 2 | — | | — | | | — | | | 0.37 | | 0.37 | | | 0.01 | | — | | | — | | | — | | 0.01 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Adjusted diluted net earnings per share | $ | 1.81 | | $ | 2.06 | | | $ | 1.98 | | | $ | 1.78 | | $ | 7.63 | | | $ | 1.39 | | $ | 1.13 | | | $ | 1.60 | | | $ | 1.55 | | $ | 5.67 | |
| | | | | | | | | | | | | | | |
1 Includes amortization on acquisition-related intangible assets and inventory step-up. |
2 Adjustments were tax effected using the statutory tax rates in the applicable jurisdictions or the effective tax rate, where applicable, for each period. |
3 Rightsizing and other costs (benefits) include actions taken on employee reductions, facility consolidations and site closures, product line exits, and other asset charges. Q4 and FY 2021 for our Climate & Sustainability Technologies segment include a $12,073 other than temporary impairment charge related to an equity method investment and a $6,072 write-off of assets incurred in connection with an exit from certain Latin America countries. Q3 and FY 2021 include a $9,078 payment received for previously incurred restructuring costs related to a product line exit in our Engineered Products segment. |
|
|
4 Q4 and FY2021 represent a $181,615 gain on disposition of UB in our Climate & Sustainability Technologies segment and a $24,723 gain on disposition of our RWB equity method investment in our Engineered Products segment. Q1, Q2, Q3 and FY2020 represent a (gain) loss on the sale of AMS Chino, including working capital adjustments, in our Climate & Sustainability Technologies segment. |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
* Per share data and totals may be impacted by rounding. |
DOVER CORPORATION
QUARTERLY SEGMENT ADJUSTED EBIT AND ADJUSTED EBITDA (NON-GAAP)
(unaudited)(in thousands)
Non-GAAP Reconciliations
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2021 | | 2020 |
| Q1 | Q2 | | Q3 | | Q4 | FY 2021 | | Q1 | Q2 | | Q3 | | Q4 | FY 2020 |
ADJUSTED SEGMENT EBIT AND ADJUSTED EBITDA | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Engineered Products: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Segment earnings (EBIT) | $ | 68,779 | | $ | 62,720 | | | $ | 71,717 | | | $ | 82,295 | | $ | 285,511 | | | $ | 69,094 | | $ | 47,702 | | | $ | 64,890 | | | $ | 56,481 | | $ | 238,167 | |
| | | | | | | | | | | | | | | |
Rightsizing and other costs (benefits) 1 | 4,019 | | 4,654 | | | (8,332) | | | 464 | | 805 | | | 361 | | 4,169 | | | 2,375 | | | 4,625 | | 11,530 | |
(Gain) loss on disposition 2 | — | | — | | | — | | | (24,723) | | (24,723) | | | — | | — | | | — | | | — | | — | |
Adjusted EBIT - Segment | 72,798 | | 67,374 | | | 63,385 | | | 58,036 | | 261,593 | | | 69,455 | | 51,871 | | | 67,265 | | | 61,106 | | 249,697 | |
Adjusted EBIT % | 17.0 % | 15.2 % | | 14.2 % | | 12.5 % | 14.7 % | | 17.0 % | 15.2 % | | 17.4 % | | 15.5 % | 16.3 % |
| | | | | | | | | | | | | | | |
Adjusted D&A 3 | 10,594 | | 9,695 | | | 11,123 | | | 11,493 | | 42,905 | | | 10,122 | | 9,722 | | | 10,651 | | | 10,193 | | 40,688 | |
Adjusted EBITDA - Segment | $ | 83,392 | | $ | 77,069 | | | $ | 74,508 | | | $ | 69,529 | | $ | 304,498 | | | $ | 79,577 | | $ | 61,593 | | | $ | 77,916 | | | $ | 71,299 | | $ | 290,385 | |
Adjusted EBITDA % | 19.5 % | 17.4 % | | 16.6 % | | 15.0 % | 17.1 % | | 19.5 % | 18.0 % | | 20.2 % | | 18.1 % | 19.0 % |
| | | | | | | | | | | | | | | |
Clean Energy & Fueling: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Segment earnings (EBIT) | $ | 66,480 | | $ | 78,755 | | | $ | 65,593 | | | $ | 60,560 | | $ | 271,388 | | | $ | 53,498 | | $ | 47,214 | | | $ | 66,601 | | | $ | 69,661 | | $ | 236,974 | |
| | | | | | | | | | | | | | | |
Rightsizing and other costs | 58 | | 1,657 | | | 1,584 | | | 548 | | 3,847 | | | 1,493 | | 868 | | | 1,615 | | | 2,727 | | 6,703 | |
Adjusted EBIT - Segment | 66,538 | | 80,412 | | | 67,177 | | | 61,108 | | 275,235 | | | 54,991 | | 48,082 | | | 68,216 | | | 72,388 | | 243,677 | |
Adjusted EBIT % | 17.1 % | 18.4 % | | 16.4 % | | 14.9 % | 16.7 % | | 15.3 % | 14.7 % | | 17.9 % | | 17.7 % | 16.5 % |
| | | | | | | | | | | | | | | |
Adjusted D&A 3 | 19,180 | | 19,475 | | | 19,335 | | | 19,346 | | 77,336 | | | 18,339 | | 17,783 | | | 18,014 | | | 18,225 | | 72,361 | |
Adjusted EBITDA - Segment | $ | 85,718 | | $ | 99,887 | | | $ | 86,512 | | | $ | 80,454 | | $ | 352,571 | | | $ | 73,330 | | $ | 65,865 | | | $ | 86,230 | | | $ | 90,613 | | $ | 316,038 | |
Adjusted EBITDA % | 22.0 % | 22.9 % | | 21.1 % | | 19.6 % | 21.4 % | | 20.4 % | 20.2 % | | 22.7 % | | 22.1 % | 21.4 % |
| | | | | | | | | | | | | | | |
Imaging & Identification: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Segment earnings (EBIT) | $ | 56,992 | | $ | 60,747 | | | $ | 63,419 | | | $ | 55,989 | | $ | 237,147 | | | $ | 51,482 | | $ | 38,046 | | | $ | 51,928 | | | $ | 52,017 | | $ | 193,473 | |
| | | | | | | | | | | | | | | |
Rightsizing and other costs (benefits) | 682 | | 178 | | | 1,291 | | | 4,326 | | 6,477 | | | 264 | | (527) | | | 99 | | | 6,191 | | 6,027 | |
Adjusted EBIT - Segment | 57,674 | | 60,925 | | | 64,710 | | | 60,315 | | 243,624 | | | 51,746 | | 37,519 | | | 52,027 | | | 58,208 | | 199,500 | |
Adjusted EBIT % | 20.3 % | 20.7 % | | 22.1 % | | 20.6 % | 20.9 % | | 20.2 % | 16.5 % | | 19.6 % | | 20.2 % | 19.2 % |
| | | | | | | | | | | | | | | |
Adjusted D&A 3 | 9,218 | | 9,184 | | | 9,821 | | | 9,274 | | 37,497 | | | 8,769 | | 9,224 | | | 9,809 | | | 10,201 | | 38,003 | |
Adjusted EBITDA - Segment | $ | 66,892 | | $ | 70,109 | | | $ | 74,531 | | | $ | 69,589 | | $ | 281,121 | | | $ | 60,515 | | $ | 46,743 | | | $ | 61,836 | | | $ | 68,409 | | $ | 237,503 | |
Adjusted EBITDA % | 23.5 % | 23.8 % | | 25.5 % | | 23.8 % | 24.2 % | | 23.6 % | 20.5 % | | 23.3 % | | 23.8 % | 22.9 % |
| | | | | | | | | | | | | | | |
Pumps & Process Solutions: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Segment earnings (EBIT) | $ | 123,645 | | $ | 138,632 | | | $ | 142,414 | | | $ | 142,172 | | $ | 546,863 | | | $ | 66,079 | | $ | 67,702 | | | $ | 89,786 | | | $ | 81,709 | | $ | 305,276 | |
| | | | | | | | | | | | | | | |
Rightsizing and other (benefits) costs | (2,006) | | 899 | | | 487 | | | 184 | | (436) | | | 3,846 | | 4,691 | | | 1,771 | | | 3,128 | | 13,436 | |
Adjusted EBIT - Segment | 121,639 | | 139,531 | | | 142,901 | | | 142,356 | | 546,427 | | | 69,925 | | 72,393 | | | 91,557 | | | 84,837 | | 318,712 | |
Adjusted EBIT % | 30.8 % | 32.5 % | | 32.6 % | | 31.8 % | 32.0 % | | 21.9 % | 23.4 % | | 26.3 % | | 24.4 % | 24.1 % |
| | | | | | | | | | | | | | | |
Adjusted D&A 3 | 16,926 | | 16,866 | | | 17,206 | | | 17,440 | | 68,438 | | | 16,230 | | 16,816 | | | 17,206 | | | 17,565 | | 67,817 | |
Adjusted EBITDA - Segment | $ | 138,565 | | $ | 156,397 | | | $ | 160,107 | | | $ | 159,796 | | $ | 614,865 | | | $ | 86,155 | | $ | 89,209 | | | $ | 108,763 | | | $ | 102,402 | | $ | 386,529 | |
Adjusted EBITDA % | 35.1 % | 36.5 % | | 36.5 % | | 35.7 % | 36.0 % | | 27.0 % | 28.9 % | | 31.3 % | | 29.5 % | 29.2 % |
| | | | | | | | | | | | | | | |
Climate & Sustainability Technologies: | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Segment earnings (EBIT) | $ | 38,117 | | $ | 48,971 | | | $ | 42,841 | | | $ | 192,693 | | $ | 322,622 | | | $ | 23,529 | | $ | 11,459 | | | $ | 40,159 | | | $ | 27,725 | | $ | 102,872 | |
| | | | | | | | | | | | | | | |
Rightsizing and other (benefits) costs 4 | (38) | | 2,539 | | | 1,520 | | | 19,193 | | 23,214 | | | 704 | | 6,016 | | | (971) | | | 726 | | 6,475 | |
(Gain) loss on dispositions 5 | — | | — | | | — | | | (181,615) | | (181,615) | | | (6,551) | | 781 | | | 557 | | | — | | (5,213) | |
Adjusted EBIT - Segment | 38,079 | | 51,510 | | | 44,361 | | | 30,271 | | 164,221 | | | 17,682 | | 18,256 | | | 39,745 | | | 28,451 | | 104,134 | |
Adjusted EBIT % | 10.2 % | 12.0 % | | 10.3 % | | 8.0 % | 10.2 % | | 5.7 % | 6.2 % | | 10.8 % | | 8.3 % | 7.9 % |
| | | | | | | | | | | | | | | |
Adjusted D&A 3 | 11,745 | | 12,077 | | | 12,392 | | | 12,069 | | 48,283 | | | 11,548 | | 11,421 | | | 12,081 | | | 11,491 | | 46,541 | |
Adjusted EBITDA - Segment | $ | 49,824 | | $ | 63,587 | | | $ | 56,753 | | | $ | 42,340 | | $ | 212,504 | | | $ | 29,230 | | $ | 29,677 | | | $ | 51,826 | | | $ | 39,942 | | $ | 150,675 | |
Adjusted EBITDA % | 13.4 % | 14.8 % | | 13.2 % | | 11.3 % | 13.2 % | | 9.4 % | 10.1 % | | 14.1 % | | 11.7 % | 11.4 % |
| | | | | | | | | | | | | | | |
Total Segments: | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Segment earnings (EBIT) 6 | $ | 354,013 | | $ | 389,825 | | | $ | 385,984 | | | $ | 533,709 | | $ | 1,663,531 | | | $ | 263,682 | | $ | 212,123 | | | $ | 313,364 | | | $ | 287,593 | | $ | 1,076,762 | |
| | | | | | | | | | | | | | | |
Rightsizing and other costs (benefits) 1, 4 | 2,715 | | 9,927 | | | (3,450) | | | 24,715 | | 33,907 | | | 6,668 | | 15,217 | | | 4,889 | | | 17,397 | | 44,171 | |
(Gain) loss on dispositions 2, 5 | — | | — | | | — | | | (206,338) | | (206,338) | | | (6,551) | | 781 | | | 557 | | | — | | (5,213) | |
Adjusted EBIT - Segment 7 | 356,728 | | 399,752 | | | 382,534 | | | 352,086 | | 1,491,100 | | | 263,799 | | 228,121 | | | 318,810 | | | 304,990 | | 1,115,720 | |
Adjusted EBIT % 7 | 19.1 % | 19.7 % | | 19.0 % | | 17.7 % | 18.9 % | | 15.9 % | 15.2 % | | 18.2 % | | 17.1 % | 16.7 % |
| | | | | | | | | | | | | | | |
Adjusted D&A 3 | 67,663 | | 67,297 | | | 69,877 | | | 69,622 | | 274,459 | | | 65,008 | | 64,966 | | | 67,761 | | | 67,675 | | 265,410 | |
Adjusted EBITDA - Segment 7 | $ | 424,391 | | $ | 467,049 | | | $ | 452,411 | | | $ | 421,708 | | $ | 1,765,559 | | | $ | 328,807 | | $ | 293,087 | | | $ | 386,571 | | | $ | 372,665 | | $ | 1,381,130 | |
Adjusted EBITDA % 7 | 22.7 % | 23.0 % | | 22.4 % | | 21.2 % | 22.3 % | | 19.9 % | 19.5 % | | 22.1 % | | 20.9 % | 20.7 % |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
1 Q3 and FY 2021 include a $9,078 payment received for previously incurred restructuring costs related to a product line exit. |
2 Q4 and FY2021 include a $24,723 gain on the disposition of our RWB equity method investment. |
3 Adjusted D&A is depreciation and amortization expense, excluding depreciation and amortization included within rightsizing and other costs. |
4 Q4 and FY 2021 include a $12,073 other than temporary impairment charge related to an equity method investment and a $6,072 write-off of assets incurred in connection with an exit from certain Latin America countries. |
5 Q4 and FY2021 include a $181,615 gain on the disposition of UB. Q1, Q2, Q3, and FY 2020 include a $6,551 gain, a $781 expense, a $557 expense and a $5,213 net gain on disposition of AMS Chino, respectively. |
6 Refer to Quarterly Segment Information section for reconciliation of total segment earnings (EBIT) to net earnings. |
7 Refer to Non-GAAP Disclosures section for definition. |
DOVER CORPORATION
REVENUE GROWTH FACTORS (NON-GAAP)
(unaudited)(in thousands, except per share data*)
Non-GAAP Reconciliations
Revenue Growth Factors | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2021 |
| Q1 | | Q2 | | Q3 | | Q4 | | Q4 YTD |
Organic | | | | | | | | | |
Engineered Products | 2.3 | % | | 25.4 | % | | 14.2 | % | | 16.3 | % | | 14.1 | % |
Clean Energy & Fueling | 3.0 | % | | 24.9 | % | | 3.0 | % | | (4.3) | % | | 5.8 | % |
Imaging & Identification | 3.7 | % | | 20.2 | % | | 7.4 | % | | 2.8 | % | | 8.0 | % |
Pumps & Process Solutions | 18.4 | % | | 33.6 | % | | 24.6 | % | | 29.8 | % | | 26.6 | % |
Climate & Sustainability Technologies | 18.3 | % | | 43.5 | % | | 16.0 | % | | 13.3 | % | | 22.0 | % |
Total Organic | 8.8 | % | | 29.7 | % | | 13.2 | % | | 11.5 | % | | 15.3 | % |
Acquisitions | 1.2 | % | | 1.3 | % | | 1.1 | % | | 1.5 | % | | 1.3 | % |
Dispositions | (0.3) | % | | — | % | | — | % | | (0.5) | % | | (0.2) | % |
Currency translation | 3.1 | % | | 4.5 | % | | 1.1 | % | | (0.8) | % | | 1.9 | % |
Total* | 12.8 | % | | 35.5 | % | | 15.4 | % | | 11.7 | % | | 18.3 | % |
* Totals may be impacted by rounding.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2021 |
| Q1 | | Q2 | | Q3 | | Q4 | | Q4 YTD |
Organic | | | | | | | | | |
United States | 6.9 | % | | 25.0 | % | | 15.7 | % | | 16.0 | % | | 15.7 | % |
Other Americas | 3.0 | % | | 49.6 | % | | 8.7 | % | | (6.5) | % | | 11.6 | % |
Europe | 12.7 | % | | 29.8 | % | | 15.5 | % | | 6.9 | % | | 15.5 | % |
Asia | 19.8 | % | | 37.6 | % | | 4.6 | % | | 14.5 | % | | 17.9 | % |
Other | (4.7) | % | | 43.0 | % | | 0.1 | % | | 9.8 | % | | 10.0 | % |
Total Organic | 8.8 | % | | 29.7 | % | | 13.2 | % | | 11.5 | % | | 15.3 | % |
Acquisitions | 1.2 | % | | 1.3 | % | | 1.1 | % | | 1.5 | % | | 1.3 | % |
Dispositions | (0.3) | % | | — | % | | — | % | | (0.5) | % | | (0.2) | % |
Currency translation | 3.1 | % | | 4.5 | % | | 1.1 | % | | (0.8) | % | | 1.9 | % |
Total* | 12.8 | % | | 35.5 | % | | 15.4 | % | | 11.7 | % | | 18.3 | % |
* Totals may be impacted by rounding.
| | | | | | | | | | | |
Adjusted EPS Guidance Reconciliation |
| 2021 Actual | | 2022 Guidance |
Adjusted net earnings per share*: | | | |
Net Earnings (GAAP) | $ | 7.74 | | | $7.45 - $7.65 |
Acquisition-related amortization, net | 0.73 | | 0.89 |
Rightsizing and other costs, net | 0.21 | | 0.11 |
Gain on dispositions, net | (1.05) | | | — | |
Adjusted net earnings (Non-GAAP) | $ | 7.63 | | | $8.45 - $8.65 |
* Per share data and totals may be impacted by rounding.
DOVER CORPORATION
PERFORMANCE MEASURES
(unaudited)(in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2021 | | 2020 |
| Q1 | Q2 | | Q3 | | Q4 | FY 2021 | | Q1 | Q2 | | Q3 | | Q4 | FY 2020 |
BOOKINGS | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Engineered Products | $ | 528,310 | | $ | 497,200 | | | $ | 502,767 | | | $ | 585,452 | | $ | 2,113,729 | | | $ | 414,972 | | $ | 278,373 | | | $ | 381,139 | | | $ | 484,002 | | $ | 1,558,486 | |
Clean Energy & Fueling | 422,668 | | 453,146 | | | 467,821 | | | 398,844 | | 1,742,479 | | | 373,070 | | 311,498 | | | 383,902 | | | 403,400 | | 1,471,870 | |
Imaging & Identification | 293,614 | | 299,608 | | | 293,782 | | | 303,400 | | 1,190,404 | | | 272,604 | | 221,315 | | | 266,423 | | | 304,756 | | 1,065,098 | |
Pumps & Process Solutions | 551,365 | | 521,010 | | | 490,581 | | | 460,105 | | 2,023,061 | | | 369,403 | | 275,872 | | | 323,801 | | | 365,262 | | 1,334,338 | |
Climate & Sustainability Technologies | 537,326 | | 606,545 | | | 540,280 | | | 632,849 | | 2,317,000 | | | 355,157 | | 326,400 | | | 449,549 | | | 379,393 | | 1,510,499 | |
Intra-segment eliminations | (863) | | (498) | | | (407) | | | (290) | | (2,058) | | | (375) | | (460) | | | (926) | | | (425) | | (2,186) | |
Total consolidated bookings | $ | 2,332,420 | | $ | 2,377,011 | | | $ | 2,294,824 | | | $ | 2,380,360 | | $ | 9,384,615 | | | $ | 1,784,831 | | $ | 1,412,998 | | | $ | 1,803,888 | | | $ | 1,936,388 | | $ | 6,938,105 | |
| | | | | | | | | | | | | | | |
BACKLOG | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Engineered Products | $ | 562,557 | | $ | 613,517 | | | $ | 662,834 | | | $ | 785,085 | | | | $ | 453,867 | | $ | 378,874 | | | $ | 373,458 | | | $ | 463,701 | | |
Clean Energy & Fueling | 238,822 | | 256,497 | | | 312,176 | | | 383,572 | | | | 211,518 | | 199,305 | | | 204,574 | | | 201,521 | | |
Imaging & Identification | 198,556 | | 206,125 | | | 204,766 | | | 212,098 | | | | 170,119 | | 168,904 | | | 171,158 | | | 192,785 | | |
Pumps & Process Solutions | 539,097 | | 634,477 | | | 682,415 | | | 688,931 | | | | 397,969 | | 379,090 | | | 361,631 | | | 390,238 | | |
Climate & Sustainability Technologies | 677,309 | | 854,188 | | | 964,233 | | | 1,174,479 | | | | 356,133 | | 390,368 | | | 472,140 | | | 510,498 | | |
Intra-segment eliminations | (544) | | (262) | | | (252) | | | (225) | | | | (159) | | (367) | | | (269) | | | (192) | | |
Total consolidated backlog | $ | 2,215,797 | | $ | 2,564,542 | | | $ | 2,826,172 | | | $ | 3,243,940 | | | | $ | 1,589,447 | | $ | 1,516,174 | | | $ | 1,582,692 | | | $ | 1,758,551 | | |
| | | | | | | | | | | | | | | |
Bookings Growth Factors | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2021 |
| Q1 | | Q2 | | Q3 | | Q4 | | Q4 YTD |
Organic | | | | | | | | | |
Engineered Products | 24.8 | % | | 25.0 | % | | 15.7 | % | | 19.7 | % | | 33.2 | % |
Clean Energy & Fueling | 7.3 | % | | 49.6 | % | | 8.7 | % | | (7.0) | % | | 11.2 | % |
Imaging & Identification | 0.1 | % | | 29.8 | % | | 15.5 | % | | 0.7 | % | | 7.7 | % |
Pumps & Process Solutions | 44.0 | % | | 37.6 | % | | 4.6 | % | | 26.3 | % | | 48.2 | % |
Climate & Sustainability Technologies | 50.7 | % | | 43.0 | % | | 0.1 | % | | 69.9 | % | | 53.3 | % |
Total Organic | 26.5 | % | | 29.7 | % | | 13.2 | % | | 22.2 | % | | 31.9 | % |
Acquisitions | 1.5 | % | | 1.3 | % | | 1.1 | % | | 1.4 | % | | 1.5 | % |
Dispositions | (0.3) | % | | — | % | | — | % | | (0.5) | % | | (0.2) | % |
Currency translation | 3.0 | % | | 4.5 | % | | 1.1 | % | | (0.2) | % | | 2.1 | % |
Total* | 30.7 | % | | 35.5 | % | | 15.4 | % | | 22.9 | % | | 35.3 | % |
* Totals may be impacted by rounding.
ADDITIONAL INFORMATION
FOURTH QUARTER AND FULL YEAR 2021
(Amounts in thousands except share data and where otherwise indicated)
Acquisitions
During the fourth quarter of 2021, the Company completed the acquisition of ECI Holding Company ("RegO"), Acme Cryo Intermediate Inc. ("Acme Cryogenics"), and LIQAL B.V. ("LIQAL") within the Clean Energy & Fueling segment for a total consideration of $945.9 million, net of cash acquired and including contingent consideration.
For the full year 2021, the Company acquired nine businesses in separate transactions for total consideration of $1,125.1 million, net of cash acquired and including contingent consideration. The businesses were acquired to complement and expand upon existing operations within the Clean Energy & Fueling, Engineered Products, Imaging & Identification, and Pumps & Process Solutions segments. The purchase price allocation for our acquisitions is preliminary and subject to change during the measurement period.
Dispositions
During the fourth quarter of 2021, the Company completed the disposition of Unified Brands ("UB"), a wholly owned subsidiary of the Company within the Climate & Sustainability segment, and Race Winning Brands ("RWB"), a equity method investment within the Engineered Products segment for a total consideration of $229.0 million and $45.0 million, respectively.
The UB disposition resulted in a preliminary pre-tax gain of $181.6 million, included within the Condensed Consolidated Statements of Earnings and within the Climate & Sustainability Technologies segment for the year ended December 31, 2021. The preliminary pre-tax gain on sale is subject to standard working capital adjustments. The sale does not represent a strategic shift that will have a major effect on operations and financial results and, therefore, did not qualify for presentation as a discontinued operation.
The RWB disposition resulted in a pre-tax gain of $24.7 million, included within the Condensed Consolidated Statements of Earnings and within the Engineered Products segment for the year ended December 31, 2021. The preliminary pre-tax gain on sale is subject to standard working capital adjustments.
Segment Rename
Recognizing recent portfolio changes, the Company renamed the Fueling Solutions segment to ‘Clean Energy & Fueling’, and the Refrigeration & Food Equipment segment to ‘Climate & Sustainability Technologies’ to better reflect the markets and customers served by these businesses.
Rightsizing and Other Costs
During the fourth quarter and year ended December 31, 2021, rightsizing activities included restructuring charges of $6.0 million and $26.7 million, respectively, and other costs of $20.7 million and $11.7 million, respectively. For the full year 2021, restructuring expense was comprised primarily of restructuring programs initiated in 2020 and 2021 in response to demand conditions, asset charges related to a product line exit, as well as broad-based operational efficiency initiatives focusing on footprint consolidation and IT centralization. Other costs in Q4 and FY 2021 were comprised primarily of charges in our Climate & Sustainability Technologies segment related to an equity method investment impairment charge of $12.1 million and write-off of assets incurred in connection with an exit from certain Latin America countries of $6.1 million. Full year 2021 includes a $9.1 million payment received in Q3 for previously incurred restructuring costs related to a product line exit in our Engineered Products Segment.
| | | | | | | | | | | | | | | | | | | | | | | |
($ in millions) | 2021 | | 2020 |
| Q4 | | FY | | Q4 | | FY |
Engineered Products | $ | 0.5 | | | $ | 0.8 | | | $ | 4.6 | | | $ | 11.5 | |
Clean Energy & Fueling | 0.5 | | | 3.8 | | | 2.7 | | | 6.7 | |
Imaging & Identification | 4.3 | | | 6.5 | | | 6.2 | | | 6.0 | |
Pumps & Process Solutions | 0.2 | | | (0.4) | | | 3.1 | | | 13.4 | |
Climate & Sustainability Technologies | 19.2 | | | 23.2 | | | 0.7 | | | 6.5 | |
Corporate | 2.0 | | | 4.5 | | | 3.5 | | | 7.3 | |
Total* | $ | 26.7 | | | $ | 38.4 | | | $ | 20.9 | | | $ | 51.5 | |
* Totals may be impacted by rounding.
ADDITIONAL INFORMATION (CONTINUED)
FOURTH QUARTER AND FULL YEAR 2021
(Amounts in thousands except share data and where otherwise indicated)
Tax Rate
The effective tax rate was 21.3% and 17.4% for the fourth quarters of 2021 and 2020, respectively. On a full year basis, the effective tax rate for 2021 and 2020 was 19.8% and 18.8%, respectively. The 2021 tax rate was primarily driven by favorable audit settlements and the tax deduction for share-based awards. The 2020 tax rate was primarily driven by the release of reserves due to the statute of limitations expiration and the tax deduction for share-based awards.
Share Repurchases
During the year ended December 31, 2021, the Company purchased approximately 0.2 million shares of its common stock for a total cost of $21.6 million, or $118.27 per share. As of December 31, 2021, 19.8 million shares remain authorized for repurchase under the November 2020 share repurchase authorization.
Capitalization
The following table provides a reconciliation of total debt and net debt to net capitalization to the most directly comparable GAAP measures:
| | | | | | | | | | | | | | |
Net Debt to Net Capitalization Ratio (Non-GAAP) | | December 31, 2021 | | December 31, 2020 |
Short-term borrowings | | $ | 702 | | | $ | — | |
Commercial paper | | 105,000 | | | — | |
Notes payable | | 105,702 | | | — | |
Long-term debt | | 3,018,714 | | | 3,108,829 | |
Total debt | | 3,124,416 | | | 3,108,829 | |
Less: Cash and cash equivalents | | (385,504) | | | (513,075) | |
Net debt | | 2,738,912 | | | 2,595,754 | |
Add: Stockholders' equity | | 4,189,528 | | | 3,385,773 | |
Net capitalization | | $ | 6,928,440 | | | $ | 5,981,527 | |
Net debt to net capitalization | | 39.5% | | 43.4% |
Quarterly Cash Flow | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2021 | | 2020 |
| Q1 | Q2 | | Q3 | | Q4 | FY 2021 | | Q1 | Q2 | | Q3 | | Q4 | FY 2020 |
Net Cash Flows Provided By (Used In): | | | | | | | | | | | | | |
Operating activities | $ | 177,184 | | $ | 260,073 | | | $ | 351,329 | | | $ | 327,279 | | $ | 1,115,865 | | | $ | 75,863 | | $ | 271,809 | | | $ | 339,247 | | | $ | 417,891 | | $ | 1,104,810 | |
Investing activities | (29,572) | | (121,631) | | | (135,439) | | | (706,111) | | (992,753) | | | (230,511) | | (67,763) | | | (64,724) | | | (118,381) | | (481,379) | |
Financing activities | (124,239) | | (75,949) | | | (74,610) | | | 24,918 | | (249,880) | | | 280,954 | | (67,458) | | | (496,832) | | | (222,954) | | (506,290) | |
Quarterly Free Cash Flow (Non-GAAP) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2021 | | 2020 |
| Q1 | Q2 | | Q3 | | Q4 | FY 2021 | | Q1 | Q2 | | Q3 | | Q4 | FY 2020 |
Cash flow from operating activities | $ | 177,184 | | $ | 260,073 | | | $ | 351,329 | | | $ | 327,279 | | $ | 1,115,865 | | | $ | 75,863 | | $ | 271,809 | | | $ | 339,247 | | | $ | 417,891 | | $ | 1,104,810 | |
Less: Capital expenditures | (31,260) | | (41,971) | | | (47,926) | | | (50,308) | | (171,465) | | | (40,172) | | (38,999) | | | (44,393) | | | (42,128) | | (165,692) | |
Free cash flow 1 | $ | 145,924 | | $ | 218,102 | | | $ | 303,403 | | | $ | 276,971 | | $ | 944,400 | | | $ | 35,691 | | $ | 232,810 | | | $ | 294,854 | | | $ | 375,763 | | $ | 939,118 | |
| | | | | | | | | | | | | | | |
Free cash flow as a percentage of revenue | 7.8% | 10.7% | | 15.0% | | 13.9% | 11.9% | | 2.2% | 15.5% | | 16.9% | | 21.1% | 14.1% |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Free cash flow as a percentage of adjusted net earnings | 55.5% | 72.9% | | 105.2% | | 107.1% | 85.2% | | 17.6% | 141.6% | | 127.2% | | 167.0% | 113.9% |
| | | | | | | | | | | | | | | |
1 FY 2020 cash flow from operating activities reflects benefits from permitted deferrals of tax payments, most significantly in Q2, Q3, and Q4 and advanced payments on contracts, most significantly in Q3.
Non-GAAP Disclosures
In an effort to provide investors with additional information regarding our results as determined by GAAP, Management also discloses non-GAAP information that Management believes provides useful information to investors. Adjusted net earnings, adjusted diluted net earnings per share, total segment earnings (EBIT), adjusted EBIT by segment, adjusted EBIT margin by segment, adjusted EBITDA by segment, adjusted EBITDA margin by segment, net debt, net capitalization, net debt to net capitalization ratios, free cash flow, free cash flow as a percentage of revenue, free cash flow as a percentage of adjusted earnings, and organic revenue growth are not financial measures under GAAP and should not be considered as a substitute for net earnings, diluted net earnings per share, debt or equity, cash flows from operating activities, or revenue as determined in accordance with GAAP, and they may not be comparable to similarly titled measures reported by other companies.
Adjusted net earnings represents net earnings adjusted for the effect of acquisition-related amortization, rightsizing and other costs/benefits, and gain/loss on dispositions. We exclude after-tax acquisition-related amortization because the amount and timing of such charges are significantly impacted by the timing, size, number and nature of the acquisitions the Company consummates. We exclude the other items because they occur for reasons that may be unrelated to the Company's commercial performance during the period and/or Management believes they are not indicative of the Company's ongoing operating costs or gains in a given period.
Adjusted diluted net earnings per share represents adjusted net earnings divided by average diluted shares.
Total segment earnings (EBIT) is defined as net earnings before income taxes, net interest expense and corporate expenses. Total segment earnings (EBIT) margin is defined as total segment earnings (EBIT) divided by revenue.
Adjusted EBIT by Segment is defined as net earnings before income taxes, net interest expense, corporate expenses, rightsizing and other costs/benefits, and gain/loss on dispositions. Adjusted EBIT Margin by Segment is defined as adjusted EBIT by segment divided by segment revenue.
Adjusted EBITDA by Segment is defined as adjusted EBIT by segment plus depreciation and amortization, excluding depreciation and amortization included within rightsizing and other costs. Adjusted EBITDA Margin by Segment is defined as adjusted EBITDA by segment divided by segment revenue.
Management believes these measures are useful to investors to better understand the Company’s ongoing profitability as they will better reflect the Company's core operating results, offer more transparency and facilitate easier comparability to prior and future periods and to its peers.
Net debt represents total debt minus cash and cash equivalents. Net capitalization represents net debt plus stockholders' equity. Net debt to net capitalization ratio equals net debt divided by net capitalization. Management believes the net debt to net capitalization ratio is useful to assess our overall financial leverage and capacity.
Free cash flow represents net cash provided by operating activities minus capital expenditures. Free cash flow as a percentage of revenue equals free cash flow divided by revenue. Free cash flow as a percentage of adjusted net earnings equals free cash flow divided by adjusted net earnings. Management believes that free cash flow and free cash flow ratios are important measures of operating performance because they provide management and investors a measurement of cash generated from operations that is available for mandatory payment obligations and investment opportunities, such as funding acquisitions, paying dividends, repaying debt and repurchasing our common stock.
Management believes that reporting organic revenue growth, which excludes the impact of foreign currency exchange rates and the impact of acquisitions and dispositions, provides a useful comparison of our revenue and bookings performance and trends between periods.
Performance Measures Definitions
Bookings represent total orders received from customers in the current reporting period. This metric is an important measure of performance and an indicator of revenue order trends.
Organic bookings represent total orders received from customers in the current reporting period excluding the impact of foreign currency exchange rates and the impact of acquisition and dispositions. This metric is an important measure of performance and an indicator of revenue order trends.
Backlog represents an estimate of the total remaining bookings at a point in time for which performance obligations have not yet have satisfied. This metric is useful as it represents the aggregate amount we expect to recognize as revenue in the future.
We use the above operational metrics in monitoring the performance of the business. We believe the operational metrics are useful to investors and other users of our financial information in assessing the performance of our segments.
a202201278-kexhibit992
Earnings Conference Call Fourth Quarter and Full Year 2021 January 27, 2022 – 8:30am CT Exhibit 99.2
2 Forward-Looking Statements and Non-GAAP Measures We want to remind everyone that our comments may contain forward-looking statements that are inherently subject to uncertainties and risks, including the impacts of the novel coronavirus (COVID-19) on the global economy and on our customers, suppliers, employees, operations, business, liquidity and cash flow, supply chain constraints and labor shortages that could result in production stoppages, and inflation in material input costs and freight logistics. We caution everyone to be guided in their analysis of Dover Corporation by referring to the documents we file from time to time with the SEC, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for a list of factors that could cause our results to differ from those anticipated in any such forward-looking statements. We would also direct your attention to our website, dovercorporation.com, where considerably more information can be found. In addition to financial measures based on U.S. GAAP, Dover provides supplemental non-GAAP financial information. Management uses non-GAAP measures in addition to GAAP measures to understand and compare operating results across periods, make resource allocation decisions, and for forecasting and other purposes. Management believes these non-GAAP measures reflect results in a manner that enables, in many instances, more meaningful analysis of trends and facilitates comparison of results across periods and to those of peer companies. These non-GAAP financial measures have no standardized meaning presented in U.S. GAAP and may not be comparable to other similarly titled measures used by other companies due to potential differences between the companies in calculations. The use of these non-GAAP measures has limitations and they should not be considered as substitutes for measures of financial performance and financial position as prepared in accordance with U.S. GAAP. Reconciliations and definitions are included either in this presentation or in Dover’s earnings release and investor supplement for the fourth quarter, which are available on Dover’s website.
3 Free Cash Flow(1) +60 bps to 17.7% $277M Q4 and 2021 Highlights (1) Non-GAAP measures (definitions and reconciliations in appendix) (2) See performance measures definitions in appendix EPS: $7.45 - $7.65 (GAAP); $8.45 – $8.65 (Adjusted(1)) Revenue growth: 8% - 10% (7% - 9% Organic(1)) Revenue +22%Organic(1): Diluted EPS +15% to $1.78 Bookings(2) +23% to $2.4B Segment EBIT Margin(3) +1,060 bps to 26.8% 14% +99% to $2.49 Portfolio Activity Segment Names Updates “Fueling Solutions” → “Clean Energy & Fueling” “Refrigeration & Food Equipment” → “Climate & Sustainability Technologies” (3) Refer to definition of total segment earnings (EBIT) margin in appendix FY ’22 Guidance ~$1.1B deployed in 2021 towards acquisitions; completed nine deals Completed divestiture of Unified Brands on 12/1/21 Q4 ’21 FY ’21 All in: +15% +18% to $7.9B Q4 ’21 FY ’21 Q4 ’21 FY ’21 Organic(1): All in: Book-to-bill(2): Q4 ’21 FY ’21 Q4 ’21 FY ’21 Adjusted(1): GAAP: +220 bps to 18.9% +490 bps to 21.0% +35% to $9.4B +32% 1.19 Adjusted(1): GAAP: $944M 12% +35% to $7.63 +65% to $7.74 +12% to $2.0B +11% % of Revenue: $M: 1.20
4 Summary Corporate Q4 and Full Year Results Q4 2021 FY 2021 Highlights and Comments Revenue change (Y-o-Y) All-in Organic(1) +12% +11% +18% +15% Q4 Y-o-Y organic growth in all segments but DCEF Q4 FX impact: -1%; acquisitions (net of divestitures) +1% Bookings change (Y-o-Y) All-in(2) Organic(2) +23% +22% +35% +32% Q4 Book-to-bill(2): 1.20 Backlog(2) of $3.2B is up 84% Y-o-Y Segment EBIT margin improvement (Y-o-Y) Reported(3) Adjusted(1) +1060 bps +60 bps +490 bps +220 bps Q4 volume/mix offset input cost inflation and supply chain constraints Absolute full year earnings growth across all segments Net Earnings Reported Adjusted(1) $363M $259M $1,124M $1,109M Q4 Y-o-Y change: Reported +99%; Adjusted +15% FY Y-o-Y change: Reported +64%; Adjusted +35% Diluted EPS Reported Adjusted(1) $2.49 $1.78 $7.74 $7.63 Q4 Y-o-Y change: Reported +99%; Adjusted +15% FY Y-o-Y change: Reported +65%; Adjusted +35% Free Cash Flow (% of)(1) Revenue Adj. Earnings(1) 14% 107% 12% 85% Q4 FCF(1) down 26% Y-o-Y on higher inventory investment FY FCF(1) up 1% Y-o-Y 2022 Guidance EPS: $7.45 - $7.65 (GAAP); $8.45 - $8.65 (Adjusted(1)) Revenue growth: 8% - 10% (7% - 9% Organic(1)) (1) Non-GAAP measures (definitions and/or reconciliations in appendix) (2) See performance measures definitions in appendix (3) Refer to definition of total segment earnings (EBIT) margin in appendix
5 Segment Revenue ($M) / Organic Change % Adj. EBIT % / bps ∆ Y-o-Y Revenue ($M) / Organic Change % Adj. EBIT % / bps ∆ Y-o-Y Q4 Performance Commentary DEP $463 +16% 12.5% -300 bps $1,781 +14% 14.7% -160 bps Top line growth and strong order rates across all businesses Margin pressured by absenteeism and input shortages, higher logistics costs, and negative price / materials spread DCEF $411 -4% 14.9% -280 bps $1,648 +6% 16.7% +20 bps Activity in NA and LatAm above-ground lower on customer construction delays (vs. strong comparable quarter); Strong bookings / demand in below ground retail fueling and clean energy Margin headwinds from lower volumes and mix, absenteeism in EU DII $292 +3% 20.6% +40 bps $1,163 +8% 20.9% +170 bps Strength in marking & coding consumables and serialization software; printer sales impacted by input shortages. Textiles continued its recovery but remains below pre-COVID levels Margins improved as mix more than offset input costs / shortages DPPS $447 +30% 31.8% +740 bps $1,709 +27% 32.0% +790 bps Robust growth across all businesses and geographies Margin improvement on strong volume, productivity, and mix DCST $376 +13% 8.0% -30 bps $1,608 +22% 10.2% +230 bps Strong demand for heat exchangers across all end markets. Food retail growth led by US / European sustainable systems and strong demand for cases. Slower quarter in can making due to order timing Margin pressured by absenteeism, input shortages and production stoppages in food retail case business Segment Results Q4 2021(1) (1) Non-GAAP (definitions and reconciliations in appendix) FY 2021(1)
6 Q4 2020 Revenue & Bookings Q4 2021 Revenue Change in Organic Revenue(1): +$204M, or +11.5% Q4 2021DIIDCEF DPPS DCST FX ACQ./ DISP. (2) Q4 2020 DEP DCEF DII DPPS DSCT FX ACQ./ DISP. (3) Q4 2021 Note: $ in millions. Numbers may not add due to rounding Q4 2021 Bookings(4) Change in Organic Bookings(4): +$431M, or +22.2% (1) Non-GAAP measure (definition and reconciliation in appendix) (2) Acquisitions: $26M, dispositions: $9M DEP ($M) 1,780 -18 -12 1,9894564 1048 ($M) 17 -28 -4 2,38026595 962 171,936 Q4 2021 % of Revenue 8% 23% 4% 54% 11%ASIA OTHER EUROPE OTHER AMER. US 10% 15% 7% -6% 16% ’21 Organic Rev Growth(1) Organic Organic (3) Acquisitions: $28M, dispositions: $10M (4) See performance measure definitions in appendix Q4 FY 10% 18% 16% 12% 16%
7 Q4 2021 Adjusted Segment EBIT and Adjusted Net Earnings CORP. EXPENSE GAAP EARNINGS SEGMENT EBIT GAINS ON SALE (4) RIGHT SIZING ADJ. EARNINGS ACQ. AMORT. INT./TAX EXPENSE ADJ. EARNINGS ACQ. AMORT. RIGHT SIZING GAAP EARNINGS Change in Adjusted Net Earnings (3) +$34M 182 17 26 225 47 -8 -5 259 -27 -22 Q4 2020 Q4 2021 ($M) Note: $ in millions. Numbers may not add due to rounding 363153 ADJ. EBIT D&A (1) DEPADJ. EBITDA DCEF DII DPPS DCST ADJ. EBITDA D&A (2) ADJ. EBIT 20.9% 17.7% Change in Adjusted Segment EBIT (3) +$47M Q4 2021 305 373 1-2 352 ($M)57 17.1% Q4 2020 -70-10 2 21.2% 42268 (1) Depreciation: $32M, Amortization: $35M (2) Depreciation: $36M, Amortization: $36M +60 bps +40 bps (3) Non-GAAP measures (definitions and reconciliations in appendix) (4) $135.1 million gain on the sale of Unified Brands and a $18.0 gain related to the sale of our Race Winning Brands equity method investment 12.6% 13.0%
8 FY 2021 Free Cash Flow 12.3% (1) Includes stock-based compensation and changes in other current and non-current assets and liabilities (2) Non-GAAP measures (reconciliations and definitions in appendix) Note: Numbers may not add due to rounding $M FY21 FY20 ∆ Net earnings 1,124 683 +440 Adjustment for gain on dispositions (206) (5) -201 D&A 290 279 +11 Change in working capital (265) 48 -313 Change in other(1) 173 100 +74 Cash flow from operations 1,116 1,105 +11 Capex (171) (166) -6 Free cash flow(2) 944 939 +5 FCF % of revenue(2) 12% 14% -200 bps FCF % of adj. earnings(2) 85% 114% -2,900 bps FY 2021 FCF(2) growth driven by higher earnings, partially offset by inventory investment to support production and shipment growth and robust backlog
9 2 Grow through Acquisitions Ample opportunity to acquire in core markets Possible larger deals if high fit Strict strategic fit and financial discipline criteria Priorities: DPPS, DII, DCEF; software, recurring revenue, product adjacencies 3 Return Capital Dividend: Grow and target ~30% payout Share Repurchases if investment opportunities do not materialize; will not let cash build $171M capex in ’21; 2.2% of Revenue Compelling pipeline of organic growth and productivity investments Digital investment supported $1B+ in automated orders in 2021, >10x vs. ’18. Plan to double in ’22 Increased dividend for the 66th consecutive year Opportunistic repurchase of shares ($22M) 1 Invest Organically High-confidence organic investments – Capacity for growth – Digitization, e-commerce – Innovation and R&D – Productivity and automation Delivering on Capital Allocation Priorities Priorities Communicated in September 2019 2021 Results ~$1.1B ($0.8B net of divestitures) deployed in nine highly strategic bolt-on acquisitions Exited non-core foodservice equipment business Robust pipeline and deal flow, ample remaining capacity
10 Substantial Investments in Support of Growth and Productivity DPPS 2021 2022E DII DEP DCEF 171 Corporate DCST 200-220 $ in millions 2021 / 2022E Capex Comparison Major Investment Projects % of Revenue 2.2% 2.3% - 2.6% (1) Total spend over 2020-22E time period for projects expected to be completed in 2022. OpCo Description Total Spend(1) Productivity ESG Automation of assembly flow at Ft. Payne, AL factory ~$45M VSG Product and production flow optimization at Madison, IN plant DFS Global dispenser platform re-design and optimization to drive lower COGS Multiple Manufacturing intelligence and IoT solutions deployment Growth & Capacity PSG Expansion of Grand Rapids industrial pump factory, hygienic clean room and capacity expansion ~$100M SWEP Added capacity at all sites and new R&D / Engineering center to support new product development DFR Expansion of European CO2 refrigeration systems capacity CPC Construction of 2nd new facility underway; clean room capacity increased 5x from early 2020 DFS New generation Anthem dispenser development and launch Belvac Capacity expansion and R&D investment
11 Segment Demand trends ’22 Organic Growth(1) Outlook Price – Cost Inputs availability Comments DEP HSD- LDD Favorable market outlook, strong bookings and healthy backlog across all businesses COVID protocol absenteeism and logistics costs continue to impact H1 margins along with price / materials spread, which is expected to improve through 2022 DCEF LSD Difficult top-line comparable in H1 on US EMV sunset, offset by strength in other businesses and geographies. Clean energy acquisitions off to a strong start Expect operating margin impact in H1 on lower volumes, COVID-protocol absenteeism, and AD&A(2) from recent deals. Margin will improve sequentially into H2 on productivity and mix. Full year conversion margin (excl. incremental AD&A(2)) within target range for portfolio DII MSD- HSD Continued stable growth in marking & coding. Strong outlook for serialization / brand protection. Prolonged improvement in textiles Expect robust FY margin conversion driven by improved volumes and price / cost spread as supply chains normalize DPPS HSD - LDD Strong demand trends across all businesses and end markets; capacity expansions in biopharma and industrial pumps Margin performance expected to remain robust on solid volume growth and operational execution DCST HSD Record backlogs and sustained bookings levels drive positive top-line outlook across food retail, sustainable beverage packaging and heat exchangers for high efficiency heat pumps Margins expected to remain impacted in Q1 on input constraints and resulting inefficiencies; expect solid full year conversion on improving price / material and normalizing supply chain Business Outlook (1) Non-GAAP measures (reconciliations and definitions in appendix). Reflects directional contribution from each segment to absolute year over year change in Adjusted EBITDA. (2) Acquisition-related depreciation and amortization Revenue Profitability
12 FY 2022 Guidance (1) Non-GAAP measure (definition and/or reconciliation in appendix) EPS and other Cash Flow Free Cash Flow(1): 13% - 15% of Revenue Capex: $200 – $220 million GAAP EPS: $7.45 - $7.65 Adjusted EPS(1): $8.45 - $8.65 Revenue All-in: 8% - 10% Organic(1): 7% - 9% Tax rate: 21% – 22% Euro/Dollar assumption: 1.18
13 $0.30 $0.85-$1.05 2021 Adj. EPS Organic Revenue Growth / Conversion ($0.15) FX $8.45-$8.65 $7.63 Acquisitions / Dispositions ($0.18) Corporate, Interest, Shares, and ETR 2022E Adj. EPS Adjusted EPS(1) ($/share) 2022E Adjusted EPS up 11-13% Year-over-Year FY 2022 Adjusted EPS Bridge Guidance (1) Non-GAAP measure (definitions and reconciliations in appendix) Note: Numbers may not add due to rounding
14 Dover Strategy Delivers Through-Cycle Value Creation $7.0B $7.1B $6.7B $7.9B 18.9% 20202018 2021 14.8% 16.7%16.6% 2019 2022E $8.5 – $8.7B ~4-5% Org. Rev CAGR(1) Adj. Segment EBIT Margin (%) Revenue ($B) $4.97 $5.93 $5.67 $7.63 2018 2019 2020 2021 2022E $8.45-$8.65 +14-15% CAGR (1) Non-GAAP measure (definitions and/or reconciliations in appendix) (2) Source: Capital IQ +30 +180 +10Margin change, bps +4% +4% -7% +7-9% Organic growth(1)% ~25-35% conversion margin(1) 12/31/1912/31/18 12/31/2112/31/20 DOV S&P 500 Industrials (Sector) +169% +74% Revenue and Adj. Segment EBIT Margin(1) Cumulative Total Shareholder Return(2) Adj. Earnings Per Share(1) +15% +220 440 bps cumulative margin improvement ~110 bps improvement per year on average
15 Appendix
16 Organic Revenue and Bookings Bridges Note: Numbers may not add due to rounding Revenue Bookings Revenue Bookings 16.3% 19.7% 14.1% 33.2% -4.3% -7.0% 5.8% 11.2% 2.8% 0.7% 8.0% 7.7% 29.8% 26.3% 26.6% 48.2% 13.3% 69.9% 22.0% 53.3% 11.5% 22.2% 15.3% 31.9% 1.5% 1.4% 1.3% 1.5% -0.5% -0.5% -0.2% -0.2% -0.8% -0.2% 1.9% 2.1% Total 11.7% 22.9% 18.3% 35.3% Q4 2021 FY 2021 16.0% 15.7% -6.5% 11.6% 6.9% 15.5% 14.5% 17.9% 9.8% 10.0% 11.5% 15.3% 1.5% 1.3% -0.5% -0.2% -0.8% 1.9% Total 11.7% 18.3% FY 2021 Organic Growth Segment Growth Factors Currency translation Organic Climate & Sustainability Technologies Total Organic Engineered Products Pumps & Process Solutions Clean Energy & Fueling Imaging & Identification Q4 2021 Organic Growth Geographic Revenue Growth Factors Acquisitions Dispositions Currency translation Organic US Other Americas Europe Asia Other Total Organic Acquisitions Dispositions
17 Q4 2020 to Q4 2021 Revenue and Bookings Bridges by Segment Note: Numbers may not add due to rounding DEP DCEF DII DPPS DCST Total 394 409 288 347 342 1,780 64 (18) 8 104 45 204 (3) 3 (5) (4) (2) (12) 7 16 2 1 (9) 17 463 411 292 447 376 1,989 DEP DCEF DII DPPS DCST Total 484 403 305 365 379 1,936 95 (28) 2 96 265 431 3 3 (5) (3) (1) (4) 4 21 2 1 (10) 17 585 399 303 460 633 2,380 ($ in millions) Q4 2020 Revenue Bookings Bridge by Segment ($ in millions) Acquisitions / Dispositions Q4 2021 Revenue Organic Growth FX Revenue Bridge by Segment FX Q4 2021 Bookings Q4 2020 Bookings Organic Growth Acquisitions / Dispositions
18 FY 2020 to FY 2021 Revenue and Bookings Bridges by Segment Note: Numbers may not add due to rounding DEP DCEF DII DPPS DCST Total 1,531 1,476 1,038 1,324 1,316 6,684 216 86 83 352 289 1,025 25 33 28 25 17 128 9 53 14 8 (14) 70 1,781 1,648 1,163 1,709 1,608 7,907 DEP DCEF DII DPPS DCST Total 1,558 1,472 1,065 1,334 1,510 6,938 519 163 81 644 806 2,214 31 38 27 31 18 144 6 69 17 14 (17) 89 2,114 1,742 1,190 2,023 2,317 9,385 FX FY 2021 Bookings FY 2020 Bookings Organic Growth Acquisitions / Dispositions ($ in millions) FY 2020 Revenue Bookings Bridge by Segment ($ in millions) Acquisitions / Dispositions FY 2021 Revenue Organic Growth FX Revenue Bridge by Segment
19 Reconciliation of Q4 2021 Net Earnings to Adj. EBIT and Adj. EBITDA and Calculation of Adj. EBIT Margin and Adj. EBITDA Margin by Segment (1) Adjusted depreciation and amortization expense excludes depreciation and amortization included within rightsizing and other costs Note: Numbers may not add due to rounding DEP DCEF DII DPPS DCST Total 463 411 292 447 376 1,989 - - - - - 363 - - - - - 48 - - - - - 25 - - - - - 98 82 61 56 142 193 534 17.8% 14.7% 19.1% 31.8% 51.2% 26.8% - 1 4 - 19 25 (25) - - - (182) (206) 58 61 60 142 30 352 12.5% 14.9% 20.6% 31.8% 8.0% 17.7% 11 19 9 17 12 70 70 80 70 160 42 422 15.0% 19.6% 23.8% 35.7% 11.3% 21.2% Q4 2021 ($ in millions) Revenue Net earnings Add back: Adjusted EBITDA - Segment Adjusted EBITDA % Income tax expense Segment earnings (EBIT) EBIT % Adjustments: Rightsizing and other costs Corporate expense Adjusted EBIT % Adjusted depreciation and amortization expense(1) Interest expense, net Adjusted EBIT - Segment Gain on disposition (net)
20 Reconciliation of FY 2021 Net Earnings to Adj. EBIT and Adj. EBITDA and Calculation of Adj. EBIT Margin and Adj. EBITDA Margin by Segment (1) Adjusted depreciation and amortization expense excludes depreciation and amortization included within rightsizing and other costs Note: Numbers may not add due to rounding DEP DCEF DII DPPS DCST Total 1,781 1,648 1,163 1,709 1,608 7,907 - - - - - 1,124 - - - - - 161 - - - - - 102 - - - - - 277 286 271 237 547 323 1,664 16.0% 16.5% 20.4% 32.0% 20.1% 21.0% 1 4 6 - 23 34 (25) - - - (182) (206) 262 275 244 546 164 1,491 14.7% 16.7% 20.9% 32.0% 10.2% 18.9% 43 77 37 68 48 274 304 353 281 615 213 1,766 17.1% 21.4% 24.2% 36.0% 13.2% 22.3% Corporate expense Adjusted EBIT % Adjusted depreciation and amortization expense(1) Interest expense, net Adjusted EBIT - Segment Gain on disposition (net) FY 2021 ($ in millions) Revenue Net earnings Add back: Adjusted EBITDA - Segment Adjusted EBITDA % Income tax expense Segment earnings (EBIT) EBIT % Adjustments: Rightsizing and other costs
21 Reconciliation of Q4 2020 Net Earnings to Adj. EBIT and Adj. EBITDA and Calculation of Adj. EBIT Margin and Adj. EBITDA Margin by Segment (1) Adjusted depreciation and amortization expense excludes depreciation and amortization included within rightsizing and other costs Note: Numbers may not add due to rounding DEP DCEF DII DPPS DCST Total 394 409 288 347 342 1,780 - - - - - 182 - - - - - 40 - - - - - 28 - - - - - 38 56 70 52 82 28 288 14.3% 17.0% 18.1% 23.5% 8.1% 16.2% 5 3 6 3 1 17 61 72 58 85 28 305 15.5% 17.7% 20.2% 24.4% 8.3% 17.1% 10 18 10 18 11 68 71 91 68 102 40 373 18.1% 22.1% 23.8% 29.5% 11.7% 20.9% Interest expense, net Adjusted EBIT - Segment Adjusted EBIT % Adjusted depreciation and amortization expense (1) Q4 2020 ($ in millions) Revenue Net earnings Add back: Adjusted EBITDA - Segment Adjusted EBITDA % Income tax expense Segment earnings (EBIT) EBIT % Adjustments: Rightsizing and other costs Corporate expense
22 Reconciliation of FY 2020 Net Earnings to Adj. EBIT and Adj. EBITDA and Calculation of Adj. EBIT Margin and Adj. EBITDA Margin by Segment (1) Adjusted depreciation and amortization expense excludes depreciation and amortization included within rightsizing and other costs Note: Numbers may not add due to rounding DEP DCEF DII DPPS DCST Total 1,531 1,476 1,038 1,324 1,316 6,684 - - - - - 683 - - - - - 127 - - - - - 108 - - - - - 158 238 237 193 305 103 1,077 15.6% 16.1% 18.6% 23.1% 7.8% 16.1% 12 7 6 13 6 44 - - - - (5) (5) 250 244 200 319 104 1,116 16.3% 16.5% 19.2% 24.1% 7.9% 16.7% 41 72 38 68 47 265 290 316 238 387 151 1,381 19.0% 21.4% 22.9% 29.2% 11.4% 20.7% Interest expense, net Adjusted EBIT - Segment Gain on disposition Adjusted EBIT % Adjusted depreciation and amortization expense (1) FY 2020 ($ in millions) Revenue Net earnings Add back: Adjusted EBITDA - Segment Adjusted EBITDA % Income tax expense Segment earnings (EBIT) EBIT % Adjustments: Rightsizing and other costs Corporate expense
23 Reconciliation of Adjusted Net Earnings to Net Earnings and Adjusted Diluted EPS to Diluted EPS Note: Numbers may not add due to rounding ($ in millions, except per share data) Q4 2021 Q4 2020 FY 2021 FY 2020 FY 2019 FY 2018 Net earnings from continuing operations ($) 363 182 1,124 683 678 591 Acquisition-related amortization, pre tax 36 35 142 139 138 146 Acquisition-related amortization, tax impact (9) (9) (35) (34) (35) (37) Rightsizing and other costs, pre tax 27 21 38 51 32 73 Rightsizing and other costs, tax impact (5) (4) (7) (11) (7) (15) Gain on disposition, pre tax (206) - (206) (5) - - Gain on disposition, tax impact 53 - 53 1 - - Loss on extinguishment of debt, pre-tax - - - - 24 - Loss on extinguishment of debt, tax impact - - - - (5) - Loss on assets held for sale - - - - 47 - Tax Cuts and Jobs Act - - - - - (3) Adjusted net earnings from continuing operations ($) 259 225 1,109 824 872 756 Adjusted net earnings margin 13.0% 12.6% 14.0% 12.3% 12.2% 10.8% Weighted average shares outstanding – diluted 145 145 145 145 147 152 Diluted EPS from continuing operations ($) 2.49 1.25 7.74 4.70 4.61 3.89 Acquisition-related amortization, pre tax 0.25 0.24 0.98 0.95 0.94 0.96 Acquisition-related amortization, tax impact (0.06) (0.06) (0.24) (0.24) (0.24) (0.24) Rightsizing and other costs, pre tax 0.18 0.14 0.26 0.35 0.22 0.48 Rightsizing and other costs, tax impact (0.03) (0.03) (0.05) (0.07) (0.06) (0.10) Gain on disposition, pre tax (1.42) - (1.42) (0.03) - - Gain on disposition, tax impact 0.37 - 0.37 0.01 - - Loss on extinguishment of debt, pre-tax - - - - 0.16 - Loss on extinguishment of debt, tax impact - - - - (0.04) - Loss on assets held for sale - - - - 0.32 - Tax Cuts and Jobs Act - - - - - (0.02) Adjusted diluted EPS from continuing operations ($) 1.78 1.55 7.63 5.67 5.93 4.97
24 Reconciliation of FY 2018-21 Earnings from Continuing Operations to Adj. Segment EBIT and Calculation of Adj. EBIT Margin FY 2021 FY 2020 FY 2019 FY 2018 7,907 6,684 7,136 6,992 1,124 683 678 591 161 127 124 130 102 108 121 122 277 158 165 134 Loss on extinguishment of debt - - 24 - 1,664 1,077 1,112 977 21.0% 16.1% 15.6% 14.0% 34 44 27 59 (206) (5) 47 - 1,491 1,116 1,186 1,036 18.9% 16.7% 16.6% 14.8% Interest expense, net ($ in millions) Revenue Earnings from continuing operations Add back: Corporate expense Adjusted EBIT - Segment Adjusted EBIT % Income tax expense Segment earnings (EBIT) EBIT % Adjustments: Rightsizing and other costs (Gain) / Loss on dispositions
25 Reconciliation of Free Cash Flow, EPS to Adjusted EPS, and Adjusted EBIT Conversion Margin Range FY 2022 Guidance for Earnings per Share (GAAP) $7.45 $7.65 Acquisition-related amortization, net $0.89 Rightsizing and other costs, net $0.11 FY 2022 Guidance for Adjusted Earnings per Share (Non-GAAP) $8.45 $8.65 Note: Numbers may not add due to rounding ($ millions) Q4 2021 Q4 2020 FY 2021 FY 2020 Net Cash Provided by Operating Activities 327 418 1,116 1,105 Capital Expenditures (50) (42) (171) (166) Free Cash Flow 277 376 944 939 Free Cash Flow as a % of Net Earnings 76% 206% 84% 137% Free Cash Flow as a % of Adjusted Net Earnings 107% 167% 85% 114% Free Cash Flow as a % of Revenue 14% 21% 12% 14% Free Cash Flow
26 Non-GAAP Definitions Definitions of Non-GAAP Measures: Adjusted Net Earnings: is defined as net earnings adjusted for the effect of acquisition-related amortization, rightsizing and other costs/benefits, gain/loss on dispositions, loss on extinguishment of debt, loss on assets held for sale, and the Tax Cuts and Jobs Act. Adjusted Net Earnings Margin: is defined as adjusted net earnings divided by revenue. Adjusted Diluted Net Earnings Per Share: is defined as adjusted net earnings divided by average diluted shares. Total Segment Earnings (EBIT): is defined as net earnings before income taxes, net interest expense and corporate expenses. Total Segment Earnings (EBIT) Margin: is defined as total segment earnings (EBIT) divided by revenue. Adjusted EBIT by Segment: is defined as net earnings before income taxes, net interest expense, corporate expenses, rightsizing and other costs/benefits, and gain on dispositions Adjusted EBIT Margin by Segment: is defined as adjusted EBIT by segment divided by segment revenue. The bps change Y-o-Y is calculated as the difference between adjusted EBIT margin for the current period and the prior period. Adjusted EBITDA by Segment: is defined as adjusted EBIT by segment plus depreciation and amortization, excluding depreciation and amortization included within rightsizing and other costs. Adjusted EBITDA Margin by Segment: is defined as adjusted EBITDA by segment divided by segment revenue. Adjusted EBIT Conversion Margin: is defined as the change in total adjusted segment earnings (EBIT) divided by the change in revenue. Free Cash Flow: is defined as net cash provided by operating activities minus capital expenditures. Free cash flow as a percentage of revenue equals free cash flow divided by revenue. Free cash flow as a percentage of net earnings equals free cash flow divided by net earnings. Free cash flow as a percentage of adjusted net earnings equals free cash flow divided by adjusted net earnings. Organic Revenue Growth: is defined as revenue growth excluding the impact of foreign currency exchange rates and the impact of acquisitions and dispositions. The tables included in this presentation provide reconciliations of the non-GAAP measures used in this presentation to the most directly comparable U.S. GAAP measures. Further information regarding management’s use of these non-GAAP measures is included in Dover’s earnings release and investor supplement for the fourth quarter.
27 Performance Measure Definitions Definitions of Performance Measures: Bookings represent total orders received from customers in the current reporting period. This metric is an important measure of performance and an indicator of revenue order trends. Organic Bookings represent total orders received from customers in the current reporting period excluding the impact of foreign currency exchange rates and the impact of acquisitions and dispositions. This metric is an important measure of performance and an indicator of revenue order trends. Backlog represents an estimate of the total remaining bookings at a point in time for which performance obligations have not yet been satisfied. This metric is useful as it represents the aggregate amount we expect to recognize as revenue in the future. Book-to-Bill is a ratio of the amount of bookings received from customers during a period divided by the amount of revenue recorded during that same period. This metric is a useful indicator of demand. We use the above operational metrics in monitoring the performance of the business. We believe the operational metrics are useful to investors and other users of our financial information in assessing the performance of our segments.